This Confidentiality/Non-Disclosure Agreement (the Confidentiality Agreement) is made by and between Rodney Emery (you) and STAR REIT Services, LLC (the Company) in connection with that certain offer letter dated as of September 1, 2020 (the Offer Letter). Capitalized terms not defined herein have the meaning assigned in the Offer Letter.
1. You acknowledge that, in the course of your employment with the Company, you have become and/or will become acquainted and trusted with (a) certain confidential information and trade secrets, which confidential information includes, but is not limited to, proprietary software, customer lists and information, information concerning the Companys finances, business practices, long-term and strategic plans and similar matters, information concerning the Companys formulas, designs, methods of business, trade secrets, technology, business operations, business records and files, and any other information that is not generally known to the public or within the industry or trade in which the Company competes and was not known to you prior to your employment with the Company, and (b) information of third parties that the Company is under a duty to maintain as confidential (collectively, Confidential Information). Except in furtherance of your duties hereunder, you agree that you will not cause any Confidential Information to be disclosed to third parties without the prior written consent of the Company and that you will not, without the prior written consent of the Company, divulge or make any use of such Confidential Information, except as may be required by law and/or to fulfill your obligations hereunder. Upon the termination of your employment for whatever reason, or at any time the Company may request, you shall immediately deliver to the Company all of the Companys property in your possession or under your control, including but not limited to all originals and copies of memoranda, notes, plans, records, reports, computer files, disks and tapes, thumb drives, printouts, worksheets, source code, software, programming work, and all documents, forms, records or other information, in whatever form it may exist, regarding the Companys business, clients, products or services. Confidential Information does not include information that: (i) becomes generally known to the public subsequent to disclosure to you through no wrongful act of you or any of your representatives; (ii) was known to the public prior to its disclosure to you; or (iii) you are required to disclose by applicable law, regulation or legal process. Additionally, the parties acknowledge and agree that the obligations of this Confidentiality Agreement shall be in addition to and shall not diminish any obligations that you may have to Company or any customer of Company under any separate Non-Disclosure and Confidentiality Agreement that you may execute during your employment with the Company.
2. You further acknowledge that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Confidential Information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to the Companys actual or anticipated business, research and development or existing or future products or services and which were or are conceived,
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